EXHIBIT 3.2
BYLAWS OF THE SPANISH CORPORATION
"TELVENT GIT, S.A."
TITLE I
ARTICLE 1. COMPANY NAME.
The Company's name is "Telvent GIT, S.A."
ARTICLE 2. DURATION
The duration of the Company shall be indefinite. The Company commenced trading
on the same day as the grant of the articles of incorporation, and shall be
dissolved on grounds established by Law.
ARTICLE 3. REGISTERED OFFICE.
The registered office of the Company is in Alcobendas (Madrid) Calle Valgrande
6. The Board of Directors is entitled to create, close down or transfer
branches, agencies, offices or delegations, in any location nationally or
abroad.
ARTICLE 4. CORPORATE PURPOSE
The corporate purpose of the Company Telvent GIT, S.A. is:
I. To manufacture, develop, market, maintain, repair and install all kinds of
information and control, protection, monitoring and security devices and
systems by means of physical, computer, electronic, electromechanical,
electrical, visual, magnetic, luminous, acoustic or instrumental devices
and systems for security, monitoring, protection and control especially in
relation to equipment, signaling and runway lighting, civil works,
protection against fire, environmental monitoring, energy control,
electrical monitoring, meteorological monitoring, the control of access of
persons or things, tolls, notes/tickets, parking, information systems,
applied engineering and systems for the ordinance, regulation, monitoring,
supervision and measurement of signal systems for road and rail traffic
throughout the entire extension thereof.
II. To develop, construct, assemble, operate, repair, maintain, import,
export, sell and lease all kinds of machines, devices, installations,
units, sub-units, individual parts and materials for all computer,
electronic, electromechanical and electrical applications, and likewise of
scientific devices for control, measurement and installation, repair and
maintenance thereof.
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III. Engineering and services in the Internet market and new developments in
telecommunications. Within the services are included consultancy,
engineering, systems integration, software development, marketing of
computer and telecommunications equipment, marketing of software
applications, licenses and products, operating of buildings designed to
house computer and telecommunications equipment of third parties,
provision of Internet access, marketing of telecommunications services
such as re-selling of broadband, number portability, outsourcing of
telecommunications and computer systems, electronic commerce and in
general any other service with value added dedicated to the development of
new businesses in the telecommunications, Internet and electronic commerce
areas, and likewise the creation of companies and making of investments in
companies by taking on shares and debt.
IV. To exploit for lucrative gain buildings that are specifically designed to
house computer systems and equipment, and/or to house communications
network operating systems and equipment owned by third parties, such as:
switching centers, transmission equipment, network management systems,
satellite or radio stations, etc., together with the necessary associated
installations. Consequently, to provide services relating to the design,
operation and maintenance of such equipment and systems, together with the
carrying out of works to adapt premises to house the electronic,
electromechanical, electrical installations and telecommunications
equipment.
V. To obtain, purchase, sell, transfer and operate concessions, rights and
patents;
VI. To acquire, promote, dispose of and use and encumber all types of movable
assets and real estate related to the activities detailed in the
paragraphs above and rights attachable on its own account without
restriction of any kind and any other commercial activities directly or
indirectly relating to those of the above-mentioned corporate purpose.
Such activities may be carried out by the Company wholly and directly or
partially and indirectly by means of the holding of shares in Companies with
identical or comparable corporate purpose.
TITLE II
ON CAPITAL STOCK AND DIVISION THEREOF INTO SHARES
ARTICLE 5. CAPITAL STOCK
Capital stock is sixty million one hundred and one thousand euros (60,101,000.
euros), represented by twenty million (20,000,000) shares of three euros and
zero point five zero five euro cents (3.00505 euros) par value each, integrated
into one class and series only and numbered consecutively from one (1) to twenty
million (20,000,000) inclusive.
All such shares shall confer equal rights and shall be represented by registered
share certificates, which may be issued as multiple certificates, although
shareholders will be entitled, at any moment, to demand their individualization.
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Capital stock is fully subscribed and one hundred percent (100%) paid in.
ARTICLE 6. INCREASE AND REDUCTION OF CAPITAL STOCK.
Capital stock may be increased or reduced by resolution of the General
Shareholders' Meeting convened for this purpose, with the requirements and the
quorum of attendance provided for in Article 103 of the Spanish Corporations
Law.
The General Shareholders' Meeting shall specify the deadlines and conditions for
each new issue and the governing body shall have the necessary powers to comply
with the resolutions adopted in this respect by the General Shareholders'
Meeting.
The General Shareholders' Meeting may authorize the governing body to increase
capital stock, once or various times, up to the figure freely decided thereby,
that may not exceed one half of the Company's par value, to the extent and in
the amount thereby decided, without prior consultation with the General
Shareholders' Meeting, by means of cash contribution, within the deadlines
specified by Law and likewise authorizing the governing body to amend article
five of these Bylaws, adapting it to the successive capital increases.
ARTICLE 7. PREEMPTIVE RIGHT.
The shareholders shall have preemptive rights vis-a-vis any other person to
subscribe, in proportion to the certificates they may hold, to any new shares
issued.
ARTICLE 8. SHARE TRANSFER
Shares are transferable, without restriction of any kind, by all methods allowed
by Law. Foreign legal entities and individuals may subscribe to or acquire
shares of the Company under the terms and conditions established by current
legislation or any legislation passed in the future.
ARTICLE 9. SHAREHOLDERS' RIGHTS
Each share shall confer on its holder the right to attend General Shareholders'
Meetings and to issue a vote, to challenge company resolutions, to participate
in the distribution of company earnings and in any surplus assets resulting from
liquidation and other rights inherent in the holder's status as shareholder.
ARTICLE 10. APPLICATION FOR CERTIFICATES.
Certificates representing the shares must be drawn up in the form and with the
contents determined by current laws. They shall be authorized by signing by one
or more Directors, which may be reproduced by mechanical means.
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Whilst no certificates are issued, provisional vouchers for the shares can be
delivered to the shareholders.
TITLE III
ON GOVERNANCE OF THE COMPANY
ARTICLE 11. GOVERNANCE AND ADMINISTRATION OF THE COMPANY
Governance and administration of the Company pursuant to the provisions of these
Bylaws is entrusted to the General Shareholders' Meeting, to the Governing Body,
and if appointed, to the Executive Committee and to the Chief Executive Officer.
Governance of the Company is entrusted to a Board of Directors, and if the
latter is so resolved, to an Executive Committee and one or more Chief Executive
Officers. The General Shareholders' Meeting, following amendment of the bylaws,
may amend the structure of the Governing Body and entrust governance thereof to:
i) a sole director; ii) to various joint and several directors (administradores
solidarios) and iii) to two joint but not several directors (administradores
conjuntos o mancomunados).
SECTION ONE
GENERAL SHAREHOLDERS' MEETINGS
ARTICLE 12. GENERAL SHAREHOLDERS' MEETINGS
The General Shareholders' Meeting, duly convened and formed, represents the
entirety of the shareholders, and the resolutions thereof, adopted as per
bylaws, shall be obligatory for all, including those abstaining, dissenters
blank voters and absentees.
ARTICLE 13. CLASS OF GENERAL SHAREHOLDERS MEETING
The General Shareholders' Meeting, made up potentially of all shareholders
including holders of nonvoting shares, may be Ordinary and Extraordinary, and
must be convened by the Directors of the Company.
The Ordinary General Shareholders' Meeting shall be held once a year within the
first six months of the year, to scrutinize corporate management, approve as the
case may be the financial statements of the previous year and decide on the
distribution of income or losses.
The Extraordinary General Shareholders' Meeting shall meet when the Company's
Board of Directors so resolves, or where such is requested by a number of
shareholders representing at least five percent of capital stock and expressing
in said request the matters to be dealt with by the Meeting. In this latter case
the Meeting must be called to be held within the thirty days following the date
on which the directors have been required via notary to call it. The directors
shall draw up the Agenda, and shall be obliged to include the items included in
the request.
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In the absence of the necessary call, the shareholders may, the Board of
Directors having a right to be heard and such being recorded in the Minutes,
apply to a Madrid First Instance Judge for application of the provisions of
article 102 of the Law.
With regard to possible special Meetings, which shall be made up of the holders
of the shares that are affected by the special resolution in question, this
shall be in accordance with the Law.
ARTICLE 14. CALL NOTICE
Both the Ordinary and Extraordinary General Shareholders' Meetings shall be held
at the place and on the date and at the time indicated in the call.
Call notices for the General or Special Shareholders' Meetings shall be
published in the Official Gazette of the Mercantile Register and in one of the
highest-circulation newspapers in the province, with at least 15 days' notice
prior to the date indicated for the meeting. The announcement shall detail all
the matters that are to be dealt with, and may state the date on which the
Meeting shall meet at second call, if necessary. The call shall make mention, as
appropriate, of the shareholders' rights to information pursuant to Article 212
of the Spanish Corporations Law.
Notwithstanding the provisions of the previous paragraphs, the Meeting shall be
deemed called and shall be validly convened to deal with any matter where all
the capital stock is present or duly represented, and those attending
unanimously agree to hold the Meeting.
ARTICLE 15. MAKEUP AND QUORUM OF THE SHAREHOLDERS' MEETING
The General Shareholders' Meeting shall be validly convened at first call when
the shareholders, present or duly represented, possess twenty-five percent of
subscribed voting stock.
At second call the Meeting shall be validly convened regardless of the stock
attending.
For the Ordinary or Extraordinary General Shareholders' Meeting to be able to
validly agree the issue of shares, increase or reduction of capital,
transformation, merger or spin-off of the Company, and in general any amendment
of the Bylaws, the attendance of shareholders in person or duly represented
possessing at least 50 percent of subscribed voting stock shall be necessary at
first call.
At second call the attendance of twenty-five percent of said stock shall be
sufficient. Where the shareholders attending represent less than fifty percent
of the voting capital subscribed, the adopting of resolutions shall require the
affirmative vote of at least two thirds of capital present or represented at the
Meeting.
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ARTICLE 16. RIGHT TO ATTEND
Each shareholder shall have the right to attend all the General Shareholders'
Meetings, either in person or by proxy, and shall have one vote for each one of
the shares that it holds. Proxy representation may be conferred by means of a
normal letter signed by the shareholder, especially for each Meeting, subject to
the provisions of the Law, and without prejudice to the provisions of Articles
107 and 108 thereof.
Directors shall be obliged to attend the General Shareholders' Meetings.
Managers, technical personnel and other persons with an interest in the proper
progress of Company matters may attend, where their presence has been approved
by the Meeting itself.
ARTICLE 17. METHOD OF DELIBERATION AND ADOPTION OF RESOLUTIONS
The Chairman of the Board of Directors or in his absence the Deputy Chairman
shall preside over all General Shareholders' Meetings. Otherwise, the Meeting
shall be presided over by the Shareholder that the shareholders attending the
meeting elect for said Meeting.
The Secretary of the Board of Directors, if any, shall act as Secretary of the
Shareholders' Meeting. In default, or in his/her absence, the shareholders
attending the Meeting shall appoint the Secretary.
The Chairman shall direct the deliberations, giving the floor to the
shareholders or the representatives who have requested it in writing, in the
strict order in which the requests have been received, and then those that so
request verbally.
Each of the items forming part of the agenda provided for in the call shall be
voted on separately, the resolution being passed if so decided by one half plus
one of the voting shares present or represented. The results shall be recorded
in the Minutes, with whatever else is appropriate. In all other matters, the
relevant provisions of the Law shall be applicable.
ARTICLE 18. AGENDA
The Agenda shall be drawn up by the Board of Directors. No proposition may be
discussed that is not included in the Agenda. The shareholders may request in
advance of the Shareholders' Meeting in writing, or likewise verbally, the
reports or clarifications they deem appropriate in relation to the matters
included on the Agenda.
ARTICLE 19. POWERS AND REMIT OF THE ORDINARY GENERAL SHAREHOLDERS' MEETING
The Ordinary General Shareholders' Meeting is authorized:
(a) To examine and approve, as the case may be, the financial statements of
the previous year - the Balance Sheet, the Income Statement and the Notes
to Financial
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Statements; the management report - filed by the governing body, and to
scrutinize company governance.
(b) To agree, as the case may be, to constitute voluntary and special reserves
as deemed appropriate.
(c) To decide what redemptions/amortizations to make in accordance with the
proposal made by the governing body.
(d) To resolve on distribution of income/losses.
(e) To appoint auditors for the year in progress on the date that the
Shareholders' Meeting is held for the minimum term and until the maximum
term allowed by Law, upon proposal by the Auditing Committee.
(f) To examine and approve the Consolidated Management Report and Financial
Statements, if any.
ARTICLE 20. POWERS AND REMIT OF THE GENERAL SHAREHOLDERS' MEETINGS.
The General Shareholders' Meeting, whether Ordinary or Extraordinary, is
authorized:
(a) To appoint and remove Directors, as and when appropriate, pursuant to
these Bylaws and to the Law, establishing conditions for taking up the
positions as seen fit, and also to fix the guarantees they must give or
relieve them of them.
(b) To agree the increase in or reduction of capital stock and the methods and
conditions for carrying this out.
(c) To agree amendment of the Bylaws and dissolution and liquidation of the
Company.
(d) To deliberate and resolve as deemed appropriate, within the rules of the
bylaws and legal provisions applicable, on the questions included in the
Agenda, and likewise on any other matter that by Law or by these Bylaws
falls within the remit of the General Shareholders' Meeting.
ARTICLE 21. MINUTES
The deliberations of the Extraordinary and Ordinary General Shareholders'
Meetings shall be recorded in minutes drawn up pursuant to legal requirements
and shall be signed by the Chairman and by the Secretary, or persons acting in
their stead. The Minutes may be approved by the Shareholders' Meeting itself
subsequent to the Meeting having been held, and in default and within 15 days,
by the Chairman and two scrutineers, one representing the majority and the other
the minority.
ARTICLE 22. BOARD OF DIRECTORS
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The Company is governed and managed collectively by a Board of Directors, which
is also entrusted with the representation of the Company in court and otherwise.
Representation extends to all the acts deemed within the corporate purpose,
conferring the widest possible powers to contract in general, to carry out all
kinds of acts and business, and meet obligations or provisions of ordinary or
extraordinary administration in relation to strict ownership, without exception
but for those matters that by Law are the responsibility of the General
Shareholders' Meeting.
ARTICLE 23. MANDATE, TERMINATION AND CO-OPTATION
Directors shall be appointed for a period of five years, calculated from
acceptance of the position. Directors may be reappointed once or more than once
for periods of the same maximum duration. Reelection and also co-optation
situations shall involve the person remaining in the position in the Board
occupied by the reelected person or that was produced by the vacancy, provided
these were those of the Chairman, Deputy Chairman, Secretary and Deputy
Secretary, if any, or Director.
The provisions of article 137 of the Spanish Corporations Law shall be respected
in the appointment of the Directors.
Directors shall cease as such on expiry of the term of their mandate, if they
are not reelected, and in the case of cessation due to death, resignation,
incapacity or removal, by resolution of the General Shareholders' Meeting, or if
the latter resolves to exercise the action for Directors' liability, or to
settle in relation thereto.
In the event of vacancies arising in the Board during the term of the mandate,
the Board shall immediately appoint a new director who must be a shareholder
pursuant to the provisions of Article 138 of the Spanish Corporations, and who
shall occupy the position until the first General Shareholders' Meeting meets,
at which either the appointment shall be ratified, or if not a different person
shall be appointed. In the case of co-operation, the new director shall occupy
the same position as the one that is going to be replaced due to vacancy, except
where this person was the Chief Executive Officer.
ARTICLE 24. COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors shall be formed by no less than seven and no more than
ten Directors.
The Board of Directors shall choose a Chairman and as the case may be a Deputy
Chairman from among its number. It shall also appoint a Secretary and as the
case may be a Deputy Secretary, who need not be Directors, in which case they
will not have a vote.
The Board shall meet when it is in the interests of the Company, and at least
once a year. It shall be called by order of the Chairman, or in his absence or
incapacity, the Deputy Chairman. The call shall be to the members of the Board
personally by mail, telegram, telefax or by telephone with 15 days' prior
notice.
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However, the Board shall be deemed validly convened, without the need for call,
if all Directors attend it or they agree to it in writing. The Board shall be
deemed validly convened where one half plus one of the directors attend in
person or duly represented. Any Director may by writing have another Director
represent him/her.
In relation to the method for deliberations and the adopting of resolutions, the
following rules shall be observed: once the valid convening of the Board
concerned has been determined, the Chairman shall bring the meeting to order and
shall proceed to read the Agenda. Each item contained thereon shall be dealt
with separately. The Chairman shall express his opinion where he so deems
appropriate in relation to the resolutions of the Board, giving the opportunity
for three speakers in favor and three against, as a minimum, at the end of which
he shall give a summary of what has been said, then proceeding to the relevant
vote, the result of which shall be recorded in the Minutes, with whatever else
may be appropriate. With regard to all other matters, the provisions of the Law
shall be applicable.
Resolutions shall be adopted where approved by:
(a) One half plus one of the Directors present or represented, where general
matters are concerned; and
(b) Two thirds of the Directors, where the items provided for in Article 141
of the Spanish Corporations Law are concerned.
The position of Director is remunerated. Remuneration of Directors shall consist
of a fixed amount agreed by the General Shareholders' Meeting of the Company.
Remuneration of Directors need not necessarily be equal for all of them.
Regardless of this remuneration, travel expenses incurred by actions entrusted
by the Board shall be reimbursed.
ARTICLE 24 BIS.- COMMISSIONS OF THE BOARD OF DIRECTORS
1. The Board of Directors may designate, pursuant to its own predictions
established by Law, commissions with delegated powers, and designate from among
the Directors the persons who will form them. To this end, it may draw up the
regulations or internal rules that shall on an internal basis govern the
functions thereof and scope of application, composition, functioning etc.
2. The Board of Directors shall set up and maintain an Audit and Monitoring
Commission or an Audit Committee, which shall be mandatory. The Audit Committee
shall on a permanent basis be made up by three non-executive Directors
designated by the Board of Directors.
3. The functions entrusted to the Audit Committee which cannot be delegated are:
a. To prepare the Financial Statements, together with half-yearly and quarterly
financial statements, that must be sent to governing or market supervision
bodies, making mention of internal monitoring systems, of control of monitoring
thereof and compliance by means of internal audit, and likewise, where
appropriate, of the accounting criteria applied.
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b. To report to the Board of Directors any change in accounting criteria, and of
balance sheet and other risks.
c. To report to the General Shareholders' Meeting on questions raised by the
shareholders in such Meeting where it is within the competence thereof.
d. To propose the appointment of external auditors to the Board of Directors for
submission thereof to the General Shareholders' Meeting.
e. To supervise internal audit services. The Committee shall have full access to
the internal audit, and shall report during the process of selection,
designation, renewal and removal of the director thereof and in the fixing of
the remuneration of the latter, being obliged to report on the budget of this
department.
f. To inform itself of the Company's financial information processing and
internal monitoring systems.
g. To be in touch with the external auditors in order to receive information on
those questions that may put at risk the independence of the latter and any
others relating to the process of carrying out the audit.
h. To call those Directors deemed pertinent to the Committee meetings to report
on the lines agreed by the Audit Committee itself.
i. To draw up an annual report on the activities of the Audit Committee, which
must be included in the management report.
4. Organization and functioning.
The Audit Committee shall meet as many times as is necessary to fulfill its
functions and at least once every quarter.
The Audit Committee shall be deemed validly convened where the majority of its
members are present. Attendance may only be delegated to a non-executive
Director.
ON THE INVENTORY, BALANCE SHEET, BUSINESS YEAR AND DISTRIBUTION OF EARNINGS
ARTICLE 25. BUSINESS YEAR
The business year shall commence on January 1 and shall end on December 31
precisely. As an exception, in the first year, the business year shall commence
on the date of granting of the articles of incorporation of the Company. On said
date the Company shall also commence trading.
RTICLE 26. BALANCE SHEET
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Each year, as at December 31, the Financial Statements comprising the Balance
Sheet, Income Statement and the Notes to Financial Statements shall be closed.
For this purpose, the Directors of the Company must within a maximum period of
three months from closing of the business year formulate the Financial
Statements, the Management Report and the proposal for distribution of
income/loss, and likewise the Consolidated Management Report and Financial
Statements, if any.
ARTICLE 27. RIGHT TO INFORMATION
From the calling of the General Shareholders' Meeting any shareholder may obtain
from the Company, immediately and free of charge, those documents that must be
subject to the approval thereof and the Auditor's Report.
Mention of this right shall be made in the calling of the Shareholders' Meeting.
ARTICLE 28. DISTRIBUTION OF INCOME
The Company's net income shall be distributed pursuant to resolution of the
General Shareholders' Meeting pursuant to legal requirements.
ARTICLE 29. TRANSFORMATION, MERGER AND SPIN-OFF
Transformation, merger and spin-off of the Company shall be governed by the
provisions of the Spanish Corporations Law.
ARTICLE 30. DISSOLUTION
The Company shall be dissolved on the grounds provided for by the Law. The
General Shareholders' Meeting, at the Directors' proposal, shall decide in
accordance with the Law on the method of carrying out the liquidation, division
and payment of the company's surplus assets.
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